1 DEFINITIONS
“the Contract” shall mean the contract of which these Conditions of Contract form a part.
“4ward” shall mean 4ward Testing Ltd, a company registered in England and Wales, registered number 8320873
“the Work” shall mean the consultancy, testing or other services which 4ward undertakes to perform for the Client under the Contract.
“the Data” shall mean data, test results and other information specifically commissioned by the Client.
2 SUPPLY OF INFORMATION, ETC.
The client shall supply all necessary information, data, drawings and items to be tested to the timescale required by 4ward and shall arrange, at the Clients expense and risk, for the conveyance of all test items to and from 4ward Testing Ltd unless the conveyance of samples and other items forms an integral part of the work.
3 PAYMENT
3.1 Payment shall be made in pounds Sterling as per Quotation to Client.
3.2 Value Added Tax (“VAT”) will be added to all charges at the rate applicable at the tax point at the time of invoice. Where the Client is registered for VAT within the European Union but outside the United Kingdom the Work will be zero-rated provided 4ward has been notified of the Client’s VAT registration number. If the Client is not registered or 4ward has not been so notified, VAT at the rate applicable at the tax point shall become payable.
3.3 If payment shall not be made in accordance with clause 3.1, interest at the rate of 8% per annum above the then current Bank of England Base Rate shall be additionally due on the amount of delayed payment for the period of the delay.
4 CONFIDENTIALITY
4.1 The Work, all information supplied by the Client and all Data are confidential to the Client and will not be discussed with or disclosed by 4ward to a third party without the prior permission of
the Client in writing. This clause shall not apply to information which is owned by 4ward (solely or jointly with any third party or parties), which is already known to 4ward prior to disclosure by the Client, which is or becomes available to 4ward by lawful means, or which is already in the public domain.
4.2 Each party agrees to maintain secret and confidential all information relating to the business affairs methods and know-how of the other that it acquires pursuant to the Contract.
4.3 Notwithstanding clause 6.3 and without prejudice to the Client’s right to use the Data, the copyright in any report or written statement of the Data produced by 4ward (“Report”) shall be vested in 4ward. The Client shall not reproduce, except for its own internal purposes, such Report or pass the same under any circumstances to any third party.
4.4 The Client shall not identify to any third party, the name of 4ward as the originator of the Data or as a party to the contract.
5 INDEMNITY
5.1 4ward will use all reasonable endeavours to ensure that all Data provided to the Client are correct in all respects but will not accept, and shall not be indemnified by the Client against, any
liability for personal injury (whether fatal or otherwise), loss of or damage to property and any other costs and expenses associated therewith arising out of discrepancies errors or omissions in the Data or from the execution of the Contract howsoever caused or incurred, except insofar as the same is caused by the negligence of 4ward its employees or agents.
5.2 The above indemnity shall extend to each and every one of 4ward’s employees or agents and in the event of any claim whatsoever being made against any such employee or agent
personally in circumstances where, had the claim been made against 4ward, 4ward would be entitled under the provisions hereof to seek an indemnity in respect of such claim from the Client,
Then 4ward shall be entitled to indemnify such employee or agent for any liability which he or she might incur as aforesaid and the Client will repay to 4ward any sum expended by 4ward by reason of such indemnity.
5.3 Notwithstanding any other provision hereof, under no circumstances shall 4ward be liable to the client.
(i) for indirect or consequential losses (which shall be taken to include but not necessarily be limited to loss of contracts, loss of business, loss of projects, loss of goodwill and loss of reputation); or
(ii) save in cases of death or personal injury caused by the negligence of 4ward, for any amount above an aggregate liability of the value of the contract or other such sum as may be agreed
between the parties hereto.
6 DATA, CONCLUSIONS AND RECOMMENDATIONS
6.1 Whilst 4ward undertakes that it knows of no such infringement 4ward does not warrant does not warrant that any Data passed to the Client pursuant to the Contract is not an infringement of any valid or subsisting intellectual property rights held by a third party.
6.2 All Data provided, conclusions reached, or recommendations made by 4ward rely on scientific and engineering concepts, disciplines and procedures used or adopted by 4ward and 4ward does not warrant that the same will necessarily be achieved by other parties, or that such conclusions or recommendations will necessarily be the valid in circumstances other than those of which 4ward has direct experience.
6.3 Ownership of the Data shall vest in the Client. Ownership of all skills, knowledge, know-how, techniques and methods employed in obtaining the Data insofar as such skills, knowledge, know-how, techniques and methods have their origin in the skill and endeavour of 4ward shall vest in 4ward.
7 FORCE MAJEURE
4ward shall not be liable in respect of any failure or delay in fulfilling its obligations hereunder so long as such failure or delay results from any cause beyond the reasonable control of 4ward and in the event of any such failure or delay the time for performance of any such obligations shall be extended correspondingly.
8 PUBLICITY
8.1 4wards’ name shall not be used in connection with the Contract for purposes of publicity, promotion or advertising without the prior written approval of 4ward.
8.2 4ward reserves the right to use all digital materials produced during the Work for their own marketing purposes.
9 PATENTS
In the event of any invention or improvement being made with the assistance of 4ward staff arising from the Work, 4ward shall have the right to be joined in any application for a patent and to be registered as joint proprietors.
10 QUALITY
4ward Testing Ltd operates to a UKAS accredited ISO 17025 QualityManagement System. Additionally, specific test methods appear on our UKAS schedule – such tests are marked with * on the quotation and Report.
11 GOVERNING LAW
These conditions shall be governed by and interpreted in accordance with the Laws of England and shall be subject to the exclusive jurisdiction of the English Courts.
